Posted May 1, 2018

Fastenal urges rejection of mini-tender offer

Fastenal Company is urging shareholders to reject a mini-tender offer made by TRC Capital Corporation to purchase up to two million shares of Fastenal's common stock.

TRC's offer price of $48.63 per share represents a discount of $2.39 per share, or 4.68 percent, below Fastenal's closing price of $51.02 on April 27, 2018, the last trading day prior to the date of the offer. The shares sought by TRC represent approximately 0.695 percent of Fastenal's total outstanding shares of common stock.

The Securities and Exchange Commission has issued an investor alert regarding mini‑tender offers, noting that in making the offers at below-market prices bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's investor alert can be found on the SEC website.

According to the SEC, mini-tender offers are for less than 5 percent of a company's stock and typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure and other tender offer documents with the SEC and other procedures mandated by U.S. securities laws.

Fastenal recommends that shareholders not tender their shares because the offer price is below Fastenal's current share price, and urges shareholders to obtain current market quotations for their shares of Fastenal common stock, consult with their financial advisor and exercise caution with respect to TRC's offer.

"Fastenal does not endorse this unsolicited mini-tender offer, and Fastenal is not associated in any way with TRC, the mini‑tender offer, or the offer documentation," according to a company statement.